Exhibit 5
OPINION AND CONSENT OF LEGAL COUNSEL
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counselors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, CO 80111
August 28, 2000
Board of Directors
Miracor Diagnostics, Inc.
9191 Towne Centre Drive, Suite 400
San Diego, CA 92122
Gentlemen:
We have acted as counsel to MIRACOR DIAGNOSTICS, INC. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") covering registration under the Securities
Act of 1933, as amended, of the 2,500,000 shares of the Company's common stock,
$0.15 par value per share (the "Shares"), pursuant to the 2000 Stock
Compensation Plan II of August 25, 2000 and the 1997 Stock Option Plan,
(collectively the "Plans"). As such, we have examined the Registration Statement
and such other documents of the Company as we deemed appropriate under the
circumstances.
Based upon the foregoing, and assuming that the Shares will be issued as set
forth in the Plans and Registration Statement, at a time when effective, and
that there will be full compliance with all applicable securities laws involved
under the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended and the rules and regulations promulgated pursuant to said
Acts, and in those states in which the Shares may be sold, we are of the opinion
that, upon issuance of the Shares according to the Registration Statement and
receipt of the consideration to be paid for the Shares, the Shares will be
validly issued, fully paid and nonassessable shares of Common Stock of the
Company. This opinion does not cover any matters related to any re-offer or
re-sale of the Shares by the Plan Beneficiary, once issued pursuant to the Plans
as described in the Registration Statement.
This opinion is not to be used, circulated, quoted or otherwise referred to for
any other purpose without our prior written consent. This opinion is based on
our knowledge of the law and facts as of the date hereof. We assume no duty to
communicate with the Company in respect to any matter which comes to our
attention hereafter.
Very truly yours,
/s/ DAVID WAGNER & ASSOCIATES, P.C.
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Consent:
We consent to the use of our opinion dated August 28, 2000 as an exhibit to the
Registration Statement of Miracor Diagnostics, Inc. and to the reference to our
firm in the Registration Statement.
/S/ DAVID WAGNER & ASSOCIATES, P.C.
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